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Susan calls 7-Zark-7 to warn him that a craft that looks like an old-fashioned bi-plane is making its way toward Earth from the hostile planet of Urgos. 7-Zark-7 surmises that it's on its way to Earth's Intergalactic Air Show. But Susan tells him to keep an eye on it because something doesn't seem right.

At the air show, Mark has agreed to test pilot the new Space Patrol Scout XF-97. While putting the new ship through its paces, he gets buzzed by Captain Doom in his bi-plane. Doom uses his Laser Whip to destroy the XF-97, forcing Mark to ditch into the ocean below. Captain Doom proceeds to destroy all of the new planes in the air show. G-Force hit him with a missile which has no effect. Doom swipes his Laser Whip at the Phoenix and shears off its rudder, then transforms his biplane into a rocket and escapes into outer space.

Analysis on a sample of the metal from the damaged section of the Phoenix, shows it to be a nearly indestructible metal that comes from a small asteroid captured by planet Urgos. G-Force sets off for Urgos and once there, are fired upon by underground defenses. Mark has Tiny pretend the Phoenix has been hit and "crashes" it onto the planet. Mark, Princess, Jason and Keyop secretly exit the Phoenix and make their way into the underground base.

The four split up and Jason and Keyop are quickly surrounded by Doom and his men who force the two to disarm. Meanwhile Princess and Mark are ambushed by massive preying mantis-shaped tanks, but take them out with a two-person Whirlwind Pyramid. As Mark and Princess climb a ladder to get out of the base, Captain Doom appears above them, Laser Whip in hand. Doom whips the ladder, leaving Mark and Princess hanging by one rung. Just as Doom is to deliver a deadly strike, Princess throws her yo-yo and snags a handrail above them. The two flip up to the rail and land feet away from Doom.

Jason and Keyop get away Doom's men and they fire weapons into the base's generator. A warning alarm goes off in the base and in the split second Doom is distracted by it, Mark leaps at him and knocks the Laser Whip from his hand. Mark calls Jason and Keyop to get to his location. Jason is able to open a hatch at the top of the base and Tiny brings the Phoenix through it. Jason and Keyop get to the ship. Mark and Princess are still struggling to get out of the base, which is now filling with lava because of the destruction of the generator. Mark uses the Laser Whip to get a grip on a rail inside the Phoenix and he and Princess are pulled free of the base.

As they make their escape, Doom watches them from his biplane, claiming they have not seen the last of him... and someday Urgos will conquer all. When G-Force returns to Earth, Mark throws the Laser Whip into an ocean.

Mark sometimes acts as a test pilot

Planet Urgos is hostile towards Earth

The Phoenix can deploy smoke to make it appear damaged to enemies

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